8-K 1 f8k040708_guangzhou.htm CURRENT REPORT f8k040708_guangzhou.htm


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
 
FORM 8-K
___________
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):   April 7, 2008

Guangzhou Global Telecom, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Florida
333-130937
59-3565377
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(COMMISSION FILE NO.)
(IRS EMPLOYEE IDENTIFICATION NO.)

 
Room 03/04, 16/F, JinKe Building,
No.17/19, GuangWei Road,
Guangzhou, PRC 510180
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 (44) 1207-245-6131
(ISSUER TELEPHONE NUMBER)


(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

 
 

 

EXPLANATION:  This amendment is being filed to properly label and link all of the exhibits on the exhibit schedule as set forth below.

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
 
Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 1.01.  Entry into a Material Definitive Agreement.

On April 7, 2008, Global Telecom Holdings. Ltd. (“Global”), a wholly-owned subsidiary of Guangzhou Global Telecom, Inc. entered into a Share Transfer Agreement (the “Agreement”) with majority shareholder of Beijing Lihe Jiahua Technology and Trading Company Ltd. (“Beijing Lihe”), Li Han Guang, whereby Global agreed to provide 1.5 million shares of Guangzhou Global Telecom, Inc. common stock and invest RMB 200,000 into Beijing Lihe in exchange for 50% of the total authorized shares of Beijing Lihe owned by Li Han Guang.
 
 
 


 
Item 2.03.  Creation of a Direct Financial Obligation.

     See Item 1.01 of this Current Report.

Item 3.02.  Unregistered Sales of Equity Securities

     See Item 1.01 of this Current Report.

Upon closing of the above-referenced transactions, we believe that the offer and sale of these securities will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission and from various similar state exemptions.  In connection with the sale of these securities, the Company relied on each of the Investors’ written representations that it was either an “accredited investor” as defined in Rule 501(a) of the Securities and Exchange Commission or a “qualified institutional buyer” as defined in Rule 144A(a).   In addition, neither the Company nor anyone acting on its behalf offered or sold these securities by any form of general solicitation or general advertising.
 
Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

 
(a)
Financial Statements of Businesses Acquired.
     
   
None; not applicable.
     
 
(b)
Pro Forma Financial Information.
     
   
None; not applicable.
     
 
(c)
Exhibits.
 
Exhibit Number
Description
   
10.1
Share Transfer Agreement between Beijing Lihe Jiahue Technology and Trading Company Ltd. and Global Telecom Holdings Ltd. dated April 7, 2008
   
   
 
 
 

 

 

 
SIGNATURES
 

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

             Guangzhou Global Telecom, Inc.

             By: /s/ Li Yankuan
             Li Yankuan
             President


Dated: April 8, 2008